Optical tissue imaging has applications in cancer screening and image guided biopsies. High resolution, high contrast imaging is needed to enable operating room biopsies for the determination of the margins of tumors and for determining where arterial bypass surgery can be most successful. In this research we will develop a table-top microscope that can be used for examination of excised tissue during surgery. Other embodiments can be miniaturized for in-vivo applications. The novel tissue-imaging microscope will have higher axial resolution than previously achieved with conventional confocal microscopes. In addition, the design incorporates screening of multiply scattered light to enhance the signal-to-noise. PROPOSED COMMERCIAL APPLICATION: The instrument to be developed has the potential to be used during surgery as an instrument to image excised tissue without the delay due to preparation in the pathology. Furthermore, endoscopic versions can be use internal to the body during surgery or as a screening instrument to determine the onset of cancer.